PROMISSORY NOTE AND SECURITY INTEREST


$20,000                                                   _________  ____,  2001
                                                            Salt Lake City, Utah


FOR  VALUE  RECEIVED, the undersigned, TOTAL DENTAL ADMINISTRATORS, INC., a Utah
Corporation, ("TDA"), hereby unconditionally promises to pay to SAFEGUARD HEALTH
ENTERPRISES,  INC.,  a  Delaware  corporation  ("SafeGuard"),  or  its designee,
successors and assigns, at its offices at 95 Enterprise, Aliso Viejo, California
92656, or at such other place as the holder of this promissory note (the "Note")
may  from  time  to  time  designate  in writing, the principal amount of Twenty
Thousand  Dollars  ($20,000),  without  interest.

1.     Payments.  All  sums  due  hereunder shall be paid in lawful money of the
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United  States,  without  any deduction whatsoever, including but not limited to
any  deduction  for any set-off or counterclaim over a twelve (12) month period,
in  quarterly  installments  of  Five Thousand Dollars ($5,000) (the "Payments")
commencing  ninety  (90) days following the date of this Note and each ninetieth
(90th)  day  thereafter  until paid in full (the "Due Dates").  All payments due
hereunder shall be made to SafeGuard by check delivered to the address set forth
below  or  such  other  address  as SafeGuard may designate from time to time by
written  notice, or by wire transfer of immediately available funds to such bank
account  as  SafeGuard  may  designate.

2.     Delinquent  Payment.  If  any  Payment  is  not paid within ten (10) days
       -------------------
after  any  Due Date, TDA shall pay to SafeGuard, in addition to the Payment and
without  any requirement of notice or demand by SafeGuard, a late payment charge
equal  to one percent (1%) per month of the amount of the Payment or the maximum
amount  permitted  under  applicable  law  from such Due Date until TDA pays the
Payment.  TDA  expressly acknowledges and agrees that the foregoing late payment
charge  provision  is reasonable under the circumstances existing on the date of
this  Note,  that  it  would  be  extremely  difficult  and  impractical  to fix
SafeGuard's  actual  damages  arising  out  of  any  late  payment  and that the
foregoing  late payment charge shall be presumed to be the actual amount of such
damages  incurred  by  SafeGuard.  No  provision in this Note (including without
limitation  the  provisions  for  a  late payment charge and for interest on any
amounts  remaining  unpaid  after any Due Date) shall be construed as in any way
excusing  TDA  from  its obligation to make any Payment under this Note promptly
when  due.

3.     Security  Interest.  As  security for the payment of principal under this
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Note,  TDA  hereby  grants to SafeGuard a security interest in and to all of the
shares of stock of SafeGuard Health Plans, Inc., a Utah corporation, obtained by
TDA  from  SafeGuard  pursuant  to that certain Stock Purchase Agreement between
SafeGuard  and  TDA  dated  as  of  the date of this Note, and all of the assets
purchased  by TDA from SafeGuard pursuant to the Asset Purchase Agreement by and
between  TDA  and SafeGuard Health Plans, Inc., an Arizona corporation, dated as
of the date of this Note (collectively the "Collateral").  The security interest


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hereby  created  shall  attach  immediately  upon  execution  of  this  Note and
concurrently  herewith,  TDA shall execute any financing statements requested by
SafeGuard  to  perfect  the  security interest created hereby.  In addition, TDA
shall  pay  from  its  own  funds, as they become due, all taxes and assessments
levied  or assessed against the Collateral, or any part of the Collateral, prior
to  the  final  termination  of this Note.  Upon any event of default hereunder,
SafeGuard shall be entitled to all the rights and remedies of a secured creditor
with  respect  to  such  Collateral.

4.     Presentment,  Notice  of Dishonor and Protest.  TDA consents to renewals,
       ---------------------------------------------
replacements  and extensions of time for any payment hereof, before, at or after
maturity  and  waives,  to  the  fullest  extent  permitted  by  applicable law,
diligence,  grace, presentment, exhibition, protest, demand, dishonor, exemption
rights,  nonpayment  and  notice, of every kind with respect to this Note or any
payment  hereunder.  No delay or omission on the part of SafeGuard in exercising
any  power, right, privilege or remedy under this Note shall operate as a waiver
of  such  power,  right,  privilege  or  remedy  or  of  any other power, right,
privilege  or  remedy  hereunder.  It  is agreed that the granting to TDA or any
other party of an extension or renewal or extensions of the time for the payment
or renewal of any sum or sums due hereunder or under any other instrument or for
the performance of any covenant or stipulation thereof or the taking of security
shall  not  in  any  way  release  or  effect the liability of TDA on this Note.

5.     Assignment.  SafeGuard  shall have the right to sell, assign or otherwise
       ----------
transfer  this  Note,  either in part or in its entirety, without TDA's consent.
This  Note  may  not  be  assigned  by  TDA without the prior written consent of
SafeGuard  or  SafeGuard's  successors,  representatives  or  assigns.

6.     Successors and Assigns.  This Note and all of the covenants, promises and
       ----------------------
agreements  contained in it, shall be binding on and inure to the benefit of the
respective  legal  representatives, successors and assigns of SafeGuard and TDA.

7.     Modification.  This  Note  may  not  be  changed, modified, or terminated
       ------------
except  by an agreement in writing signed by the parties or their successors and
assigns.

8.     Severability.  If any provision of this Note, or the application of it to
       ------------
any  party or circumstance, is held to be invalid, illegal or unenforceable, the
remainder  of  this Note, and the application of such provision to other parties
or  circumstances,  shall  not  be affected thereby, the provisions of this Note
being  severable  in  any  such  instance.

9.     Attorneys'  and  Other  Fees.  TDA  hereby  agrees  to  pay all costs and
       ----------------------------
expenses,  including  without  limitation  attorneys'  fees  and  disbursements
incurred by SafeGuard, or adjudged by a court, in connection with the collection
or  enforcement  of this Note or any portion of this Note, whether or not a suit
is filed.  This provision is separate and severable and shall survive any merger
of  this  Note  into  any  judgment.


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10.     Notices.  Notice  to  either  party  provided  for in this Note shall be
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given by mailing such notice by certified mail, return receipt requested, to the
addresses  stated  below  or  such  other  address as either party may hereafter
specify  in  writing:

<TABLE>
<CAPTION>
<S>                                          <C>
To TDA:                                       To SafeGuard:

Total Dental Administrators, Inc.             SafeGuard Health Enterprises, Inc.
969 East Murray Holladay Road, #4E            95 Enterprise
Salt Lake City, UT  84117                     Aliso Viejo, CA  92656
Attn:  Ms. Jane Ann Morrison,                 Attn:  Ronald I. Brendzel
       President and Chief Executive Officer         Senior Vice President and General
Fax:  (801) 268-9873                                 Counsel
                                              Fax:  (949) 425-4586
</TABLE>

11.     Governing  Law.  This  Note  shall  be  interpreted  and  construed  in
        --------------
accordance  with, and governed by, the internal laws and not the laws pertaining
to  conflicts  or choice of law of the State of California.  The exclusive forum
for  the determination of any action relating to the validity and enforceability
hereof  shall  be  either  an  appropriate court of said State or a court of the
United  States  which  includes  said State within its territorial jurisdiction.


Executed  at  Salt  Lake  City,  Utah,  as  of  the  20th day of February, 2001.


TOTAL DENTAL ADMINISTRATORS, INC.,
a Utah corporation


By:    /s/  Jane Ann Morrison
       ----------------------
Name:  Jane Ann Morrison
Title: President and Chief Executive Officer


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